ACCEPTANCE OF TERMS
If you do not agree to these Terms, do not use the Website or other Services. Be advised that these Terms contain disclaimers of warranties and limitations on liability that may be applicable to you.
ANY DISPUTE BETWEEN YOU AND BQE MUST BE RESOLVED BY MEDIATION OR BINDING ARBITRATION AS DESCRIBED BELOW. PLEASE READ THE MEDIATION AND ARBITRATION PROVISIONS IN THESE TERMS AS IT AFFECTS YOUR RIGHTS UNDER THESE TERMS.
NOTHING IN THESE TERMS IS INTENDED TO AFFECT YOUR RIGHTS UNDER THE LAW IN YOUR USUAL PLACE OF RESIDENCE. IF THERE IS A CONFLICT BETWEEN THOSE RIGHTS AND THESE TERMS, YOUR RIGHTS UNDER APPLICABLE LOCAL LAW WILL PREVAIL.
BQE reserves the right, in its sole discretion and subject to Section 23(j) below, to change these Terms and any other documents incorporated by reference herein from time to time on a prospective basis, and to modify, add or discontinue any aspect, content or feature of the Website or other Services. You agree that we may notify you of such changes by posting them on the Website and that your use of the Website or other Services following the posting of any changes to these Terms constitutes your acceptance of such changes. Therefore, you should review these Terms before using the Website or other Services and be sure to return to this page periodically to ensure familiarity with the most current version of these Terms. To the extent that an arbitrator or court of applicable jurisdiction determines that applying any changes to these Terms would render this an illusory or unenforceable contract, such changes shall be applicable on a prospective basis only, with respect to events or circumstances occurring after the date of such changes, to the extent necessary to avoid these Terms being deemed illusory or unenforceable.
USE OF THE WEBSITE AND OTHER SERVICES
BQE hereby grants you a non-exclusive, revocable license to use the Website and other Services for your personal use only and not for any for-profit or commercial activities or purposes or for resale, except as expressly permitted by these Terms or any document incorporated by reference herein, including, but not limited to, the SaaS Agreement and EULA, if applicable. The Website and other Services contain material that is derived in whole or in part from material supplied and owned by BQE and other sources. Such material is protected by copyright, trademark and other applicable laws. Without our prior written consent, you agree that you will not use the Website or other Services, or reproduce, display, publish, download, post, digitize, translate, modify, transmit, distribute, commercially exploit or otherwise use any material in the Website or other Services, for any purpose, except as expressly permitted herein. You also agree that you will not link to any page on the Website other than the home page (for example, "deep linking"), without our prior written consent.
BQE permits you to view and print a reasonable number of copies of web pages or other content located on the Website for your own personal use, but not for any for-profit or commercial purposes or for resale; provided, however, that (a) you retain all trademark, copyright and other proprietary notices contained in the original materials, (b) you provide attribution to BQE, (c) the material is printed in its entirety without modification, reformatting or adaptation of any kind, and (d) any copies are subject to these Terms and remain the property of BQE. You understand and agree that you may not authorize any materials to be reproduced, modified, displayed, published, transferred, distributed or otherwise used by any third party for any purpose, and you agree that you will take all reasonable steps to prevent any unauthorized reproduction or other use of such materials. You agree to advise BQE promptly of any such unauthorized use of which you are aware. Failure to abide by these conditions will immediately terminate this permission and may result in the infringement of the copyright, trademark and/or other proprietary rights of BQE or others. Some features on the Website and/or other Services may be subject to additional fees and charges at BQE's sole discretion.
If you access the Website or other Services through a mobile network, your network or roaming provider's messaging, data and other rates and fees will apply. Your network or roaming provider may prohibit or restrict the installation and/or use of all or a portion of the Website or other Services, and the Website or other Services may not work with your network provider and/or device.
REGISTRATION AND ACCOUNTS
You do not have to register with BQE to simply visit and view the Website, but in order to access and use certain features of the Website, such as the Services available atnwww.billquickonline.com, www.archiofficeonline.com, and www.bqe.com/core, you may be required to create a password-protected account. Please note that, even if you do not create an Account, you are still subject to all of these Terms.
In order to use the Website or other Services, or create an account, you must be at least 18 years of age and be able to form legally binding contracts under applicable law. If you use the Website or other Services or create an account on behalf of a business, you represent and warrant that you have the authority to bind that business and your acceptance of this Agreement will be deemed an acceptance by that business and "you" and "your" herein shall refer to that business.
By creating an account with BQE, you agree to (a) provide accurate, current and complete information about yourself as prompted (including, but not limited to, your name and email address), and (b) maintain and update your information to keep it accurate, current and complete. You acknowledge that, if any information provided by you is untrue, inaccurate, not current or incomplete, BQE reserves the right to terminate your account and your use of the Website and/or other Services. In case of such termination, BQE will not provide a refund of any payment of fees and charges.
You are solely responsible for maintaining the confidentiality of your username, password and account, and you are solely responsible for all use of your username, password or account, whether authorized by your or not. You agree to (a) immediately notify BQE of any unauthorized use of your username, password or account or any other breach of security and (b) ensure that you exit from your account each time you use the Website or other Services. Access and use of password-protected and/or secure areas of the Website or other Services is restricted to users who have been given a valid account by BQE.
It is a condition of your use of the Website or other Services that you do not:
- Take any actions that are contrary or harmful to BQE's (or its affiliates', agents' or partners') public image, goodwill, reputation, interests or property;
- Harvest or collect information about other users or third parties via the Website or other Services or use any such information for the purposes of transmitting or facilitating transmissions of unauthorized or unsolicited advertising, junk or bulk email, chain letters or other forms of unauthorized solicitation;
- Infringe on BQE's or any third party's copyright, patent, trademark, trade secret, or other proprietary rights, or rights of publicity or privacy;
- Interfere with any other user from using the Website or other Services, including, without limitation, by means of "hacking" or defacing any portion of the Website or other Services;
- Attempt to gain unauthorized access to other computer systems or networks connected to the Website or other Services;
- Use the Website or other Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material, including that which is deemed threatening or obscene, or engage in any kind of illegal activity;
- Modify, adapt, sublicense, translate, sell, monetize, reverse engineer, decompile, or disassemble any portion of the Website or other Services;
- Sublicense, sell, rent, lease, transfer, assign or convey any rights under these Terms to any third party, or otherwise commercially exploit or profit from any content or materials on the Website or other Services, or any portion thereof, in any manner whatsoever, except as expressly permitted herein;
- "Frame" or "mirror" any part of the Website or other Services without our prior written authorization;
- Distribute any virus, worm, or other similar or deleterious files, scripts or programming routines;
- Interfere with or disrupt any services or equipment with the intent of causing an excessive or disproportionate load on the infrastructure of BQE or its licensors or suppliers;
- Use any robot, spider, scraper, site search/retrieval application, or other manual or automatic device or process to retrieve, scrape, crawl, download, index or "data mine" the Website or other Services or in any way reproduce or circumvent the navigational structure or presentation of the Website or other Services or their contents, authentication and security measures; or
- Execute any form of network monitoring or run a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the Website's servers or any data not intended for you.
Additionally, you agree that you will not use the Website or other Services to upload, post or otherwise distribute or facilitate distribution of any material that:
- Is libelous, defamatory, slanderous, threatening, harassing, invasive of privacy, abusive, tortious, hateful, discriminatory or illegal;
- Is sexually suggestive or contains explicit sexual content (including nudity);
- Does or may denigrate or offend any individual or group on the basis of age, gender, disability, ethnicity, sexual orientation, race or religion; or to incite or encourage anyone else to do so;
- Does or may threaten, abuse, harass or invade the privacy of any third party;
- Is fraudulent or infringes the rights of any third party, including, without limitation, patent, trademark, trade secret, copyright, right of publicity or other proprietary rights;
- Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
- Contains a software virus or any other computer code that is designed or intended to disrupt, damage or limit the functioning of any software, hardware or telecommunications equipment, or to damage or obtain unauthorized access to any data or other information of any third party;
- Encourages conduct that would constitute a criminal offense or give rise to civil liability;
- Impersonates any person or entity, including any employee or representative of BQE; or
- Violates any applicable law or these Terms.
Improper use of the Website or other Services may result in termination of your access to and use of the Website or other Services and/or civil or criminal liabilities.
PURCHASES OF BQE SERVICES
If you purchase BQE Services on or through the Website, you agree to pay BQE at the time of your order. All fees are due immediately and are non-refundable, unless otherwise provided for in these Terms or the SaaS Agreement or EULA applicable to such Services. BQE expressly reserves the right to modify pricing for any Services offered on or through the Website by posting such modified pricing on the Website and/or through email notification, if applicable. You may make payments by credit card, check, certified funds or by any payment method and/or system as BQE may allow ("Payment Method"). If for any reason BQE is unable to charge your Payment Method for the full amount owed for the Services you purchased, or if BQE is charged a fee and/or penalty for any fee it previously attempted to charge to your Payment Method, you agree to pay, in addition to any balance owed for the Services, the amount of such penalty and/or fee. If you pay by credit card and, if for any reason, BQE is unable to charge your credit card for the full amount owed for the Services you purchased, or if BQE is charged back for any fee it previously charged to your credit card, you agree that BQE may pursue all available remedies in order to obtain payment of any balance owed to BQE and that such remedies include, but are not limited to, immediate cancellation, without notice to you, of the Services ordered or renewed by you or on your behalf. You agree to pay BQE, and BQE may charge any fees incurred by BQE in processing and/or collecting any balance, including, but not limited to, any costs related to customer service issues that cannot be handled over email and require personal service, fees incurred by third parties you have elected to use as Payment Methods, and costs and attorneys' fees related to collecting such balances. You agree that these charges may be billed to your Payment Method we have on file.
By registering for and/or purchasing any Services, you hereby agree that you shall not be entitled to any refunds or returns of any purchase. All sales are final.
USE OF PUBLIC FORUMS AND GRANT OF LIMITED LICENSE
If you post any content to the Website or other Services (such as on message boards, chat rooms, blogs and/or other public forms, to the extent they are made available to users), you hereby grant to BQE and its affiliates and licensees a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, publicly display, publicly perform, modify, sublicense and distribute such content, and incorporate it in other works, in whole or in part, in any manner and any media now known or hereafter developed. You represent and warrant that you own such content or otherwise have sufficient rights in the content to grant to BQE the foregoing license without infringing or violating the rights of any third party. You shall be solely responsible for any content you post to the Website or other Services and the consequences of posting or publishing your content on or through the Website or other Services.
If you send, transmit, or communicate any comments, questions, suggestions, information or materials to BQE, whether by letter, email, telephone, online contact form or otherwise (collectively, the "Suggestions"), recommending changes or improvements to the Website and/or other Services, including, without limitation, new designs, features, functionality, products and/or services, all the Suggestions are, and will be treated as, non-confidential and non-proprietary. You hereby assign to BQE all right, title and interest in and to: (a) the Suggestions, and BQE is free to use any Suggestions, without any attribution or compensation to you or any third party, and (b) any ideas, know-how, concepts, techniques or other intellectual property and proprietary rights contained in the Suggestions, whether or not patentable or fixed in a tangible medium, for any purpose whatsoever, including but not limited to, duplicating, developing, manufacturing, having manufactured, licensing, marketing, distributing, preparing derivative works and selling, directly or indirectly, products and services using the Suggestions. You understand and agree that BQE is not obligated to use any Suggestions, and you have no right to compel such use and no right to compensation for any such use.
BQE INTELLECTUAL PROPERTY
BQE (and its licensors, as applicable) owns all right, title and interest in and to the Website and other Services, and all materials contained in the Website or other Services, including, without limitation, all content, website design, logos, button icons, images, digital downloads, data compilations, text and graphics, are protected by U.S. and international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable. The Website and other Services may be used solely (a) to the extent permitted in these Terms or (b) as expressly authorized in writing by BQE or, if so indicated in writing by BQE, its licensors or suppliers. Any unauthorized use of such materials is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Website or other Services.
The trademarks, logos and service marks displayed on the Website, including, without limitation, BQE®, BillQuick®, Bill Quick®, ArchiOffice®, EngineerOffice®, Power Up Your Business®, Power Up Your Practice®, CORE Powered by BQE™, Powered by BQE™, BQE CORE Payroll™, BQE CORE HR™, BQE CORE Scheduling™, BQE CORE Accounting™, BQE CORE CRM™, BQE Smart Transactions™, BQE Smart Billing™, Your Business Operating System™ (collectively, the "Trademarks"), are the registered and unregistered trademarks of BQE, BQE's licensors and suppliers, and/or others. Nothing contained in these Terms or the Website or other Services should be construed as granting, by implication, estoppel or otherwise, any license, right to use or any other rights in the Trademarks without the express written permission of BQE, its licensors or suppliers, or the third-party owner of the Trademarks, except as set forth in these Terms, the SaaS Agreement or the EULA. You agree that the Trademarks are protected by U.S. and international copyright, patent and trademark laws, and various other intellectual property and unfair competition laws. You must abide by all copyright notices, information and restrictions contained in the Trademarks accessed on or through the Website or other Services. BQE's Trademarks may not be used in connection with any product or service that is not provided or authorized by BQE, in any manner that is likely to cause confusions among customers, or in any manner that disparages or discredits BQE.
CLAIMS OF COPYRIGHT INFRINGEMENT
BQE respects the intellectual property of others, and we ask our users to do the same. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. BQE, pursuant to the DMCA, reserves the right, but not the obligation, to terminate your license to use the Website or other Services if we determine in our sole and absolute discretion that you are involved in infringing activity, including alleged acts of first-time or repeat infringement, regardless of whether the material or activity is ultimately determined to be infringing. Therefore, in compliance with the DMCA, if you believe that any such third-party materials infringe your intellectual property rights, please send a notice to the agent identified below to request a review of the alleged infringement. Such notice must comply with the then-current statutory requirements imposed by the DMCA and the regulations promulgated thereunder; see www.copyright.go for details. Any notices not complying with these requirements will be returned unprocessed. Notices or counter-notices under the DMCA with respect to the Website or other Services should be sent to: BQE Software, Inc., Attn: DMCA Complaints, c/o Encore Law Group PC, 1100 Wilshire Blvd., Suite 3305, Los Angeles, CA 90017. BQE suggests that you consult your legal advisor before filing a notice or counter-notice. Also, please be aware that there can be penalties for false claims under the DMCA.
CHILDREN'S ONLINE PRIVACY PROTECTION ACT NOTIFICATION
The Website and other Services are not designed or intended for use by children under the age of 13. If you are under 18, you should use the Website and other Services only with involvement of a parent or guardian.
While BQE uses reasonable efforts to include up-to-date information on the Website and other Services, BQE makes not warranties or representations as to their accuracy, timeliness, reliability, completeness or otherwise.
YOU AGREE THAT YOUR USE OF THE WEBSITE AND OTHER SERVICES SHALL BE AT YOUR OWN RISK. BQE PROVIDES THE WEBSITE AND OTHER SERVICES ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. TO THE FULL EXTENT PERMITTED BY LAW, BQE AND ITS AFFILIATES, AGENTS, REPRESENTATIVES, SUPPLIERS, LICENSORS AND DISTRIBUTORS (COLLECTIVELY, THE “BQE PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE BQE PARTIES DO NOT WARRANT THAT THE WEBSITE OR OTHER SERVICES WILL (1) BE UNINTERRUPTED; (2) BE FREE FROM ERRORS, MISTAKES, INACCURACIES, VIRUSES OR OTHER HARMFUL COMPONENTS; (3) BE SAFE FROM ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL, FINANCIAL OR OTHER INFORMATION STORED THEREIN; OR (4) OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE.
EXCLUSION OF DAMAGES
IN NO EVENT SHALL ANY OF THE BQE PARTIES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS (COLLECTIVELY, "ASSOCIATES"), BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF OR RELATING TO ANY YOUR USE OR INABILITY TO USE THE WEBSITE OR OTHER SERVICES. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY, AND EVEN IF ANY OF THE BQE PARTIES OR THEIR RESPECTIVE ASSOCIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS LIMITATION APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INACCURACIES OF DATA OR CONTENT, INTERRUPTION, DELETION, DEFECT, DELAY IN OR CESSATION OF OPERATION OR TRANSMISSION, COMPUTER VIRUS, BUG, TROJAN HOUR, MALWARE, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF BQE'S SECURE SERVERS AND/OR ANY PERSONAL, FINANCIAL OR OTHER INFORMATION STORED THEREIN. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EACH OF THE BQE PARTIES AND THEIR RESPECTIVE ASSOCIATES SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE WEBSITE OR OTHER SERVICES. WITHOUT LIMITING THE FOREGOING, NONE OF THE BQE PARTIES OR THEIR RESPECTIVE ASSOCIATES SHALL BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF OR RELATING TO (1) YOUR FAILURE TO COMPLY WITH SECTION 4 (REGISTRATION AND ACCOUNTS) OR (2) ANY CONTENT POSTED TO THE WEBSITE OR OTHER SERVICES BY YOU OR ANY THIRD PARTY. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULL EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
LIMITATION OF LIABILITY
IF, NOTWITHSTANDING THE FOREGOING, LIABILITY CAN BE IMPOSED ON US, THEN IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE BQE PARTIES AND THEIR RESPECTIVE ASSOCIATES TO YOU FOR ANY AND ALL LOSSES, DAMAGES OR INJURIES ARISING OUT OF OR RELATING TO THE WEBSITE OR OTHER SERVICES OR THESE TERMS EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). REMEDIES UNDER THESE TERMS ARE EXCLUSIVE AND ARE LIMITED TO THOSE PROVIDED FOR HEREIN.
APPLICABILITY OF DISCLAIMERS, EXCLUSIONS AND LIMITS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS DO NOT APPLY TO YOU ONLY TO THE EXTENT SUCH EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY IS NOT ALLOWED IN THAT JURISDICTION.
THE THIRD-PARTY SITES LINKED TO OR FROM THE WEBSITE OR OTHER SERVICES ARE NOT CONTROLLED BY BQE. ACCORDINGLY, BQE MAKES NO WARRANTIES OR CONDITIONS REGARDING SUCH THIRD-PARTY SITES AND WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY CAUSED BY YOUR USE OF OR RELIANCE ON SUCH THIRD-PARTY SITES. YOUR USE OF THIRD-PARTY SITES IS AT YOUR OWN RISK. THE INCLUSION ON THE WEBSITE OR OTHER SERVICES OF A LINK TO A THIRD-PARTY SITE DOES NOT IMPLY AN ENDORSEMENT BY BQE. WHEN YOU ACCESS ANY OF THESE THIRD-PARTY SITES, YOUR RIGHTS AND OBLIGATIONS WILL BE GOVERNED BY THE AGREEMENTS AND POLICIES RELATING TO THE USE OF THOSE THIRD-PARTY SITES.
BQE makes no representation that the Website or other Services operate (or are legally permitted to operate) in all geographic areas or that the Website or other Services are appropriate or available for use in all locations. Accessing the Website or other Services from territories where the Website or other Services, or any portion thereof, is illegal is expressly prohibited. If you choose to access the Website or other Services, you agree and acknowledge that you do so upon your own initiative and at your own risk and that you are solely responsible for compliance with all applicable laws.
NOTICE FOR CALIFORNIA USERS
Under California Civil Code Section 1789.3, California users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.
MEDIATION AND BINDING ARBITRATION OF ALL DISPUTES
BQE will make every reasonable effort to informally resolve any complaint, dispute, claim or disagreements that you may have with us. If those efforts fail, you agree that any complaint, dispute, claim or disagreement you may have against BQE, and any claim that BQE may have against you, arising out of or relating to (a) these Terms, (b) your use of or interaction with the Website or other Services, (c) any purchases or other transactions or relationships with BQE, or (d) any data or information you may have provided to BQE or that BQE may gather in connection with such use, interaction or transaction (collectively, "BQE Transactions or Relationships") will be settled, first, by mediation to take place within thirty (30) days of the written notice of such dispute and, second, if the parties are unable to settle such dispute by mediation in such thirty (30)-day period, then by binding arbitration ("Arbitration") administered by JAMS or its successor ("JAMS") and conducted in accordance with the JAMS Streamlined Arbitration Rules And Procedures in effect at the time the Arbitration is initiated or, if the amount in controversy exceeds $100,000, in accordance with the JAMS Comprehensive Arbitration Rules And Procedures then in effect (respectively, the "Applicable Rules"). The Applicable Rules can be found at www.jamsadr.com. If JAMS is no longer in existence, the Arbitration shall be administered by the American Arbitration Association or its successor (the "AAA") instead, and conducted in accordance with the AAA Commercial Arbitration Rules in effect at that time (which shall be the "Applicable Rules" in such circumstances). You further agree to the following:
- The Arbitration shall be conducted before a single arbitrator selected in accordance with the Applicable Rules or by mutual agreement between you and BQE (the "Arbitrator").
- The Arbitrator, and not any federal, state or local court or agency, shall have the exclusive authority to resolve any dispute arising under or relating to the validity, interpretation, applicability, enforceability or formation of these Terms and/or these arbitration provisions in this Section 23, including but not limited to any claim that all or any part of these Terms is void or voidable.
- The Arbitration shall be conducted in the English language and held either: (i) in Los Angeles County, California, U.S.A.; or (ii) at such other location as may be mutually agreed upon by you and BQE; or (iii) at your election, if the only claims in the arbitration are asserted by you and are for less than $10,000 in aggregate, by telephone or by written submission.
- The Arbitrator (i) shall entertain any motion to dismiss, motion to strike, motion for judgment on the pleadings, motion for complete or partial summary judgment, motion for summary adjudication, or any other dispositive motion consistent with California or federal rules of procedure, as applicable; (ii) shall honor claims of privilege recognized at law; and (iii) shall have authority to award any form of legal or equitable relief.
- The Arbitration can resolve only your and/or BQE's individual claims, and the Arbitrator shall have no authority to entertain or arbitrate any claims on a class or representative basis, or to consolidate or join the claims of other persons or parties who may be similarly situated.
- The Arbitrator shall issue a written award supported by a statement of decision setting forth the Arbitrator's complete determination of the dispute and the factual findings and legal conclusions relevant to it (an "Award"). Judgment upon the Award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. In no event will the Arbitrator have the authority to award punitive damages or any other damages expressly limited by these Terms.
- Notwithstanding anything to the contrary contained in this Section 23, a party may seek equitable relief by court action before or after instituting arbitration, including, without limitation, seeking and obtaining temporary restraining orders, injunctions or other provisional, ancillary or equitable remedies, and the institution and maintenance of any such action shall not constitute a waiver of the right to arbitrate any controversy or claim.
- Notwithstanding the foregoing, you adopt and agree to implement the JAMS Optional Arbitration Appeal Procedure with respect to any final Award in the Arbitration.
- YOU ACKNOWLEDGE AND AGREE THAT YOU AND BQE ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPOSED CLASS ACTION OR REPRESENTATIVE PROCEEDING IN ANY FORUM.
- BQE may modify these arbitration provisions, but such modifications shall only become effective thirty (30) days after BQE has given notice of such modifications and only on a prospective basis for claims arising from BQE Transactions and Relationships occurring after the effective date of such notification.
You agree that BQE may provide you with notices, including those regarding changes to these Terms, by email, regular or expedited mail, text communication, Website postings or other means of communication.
Subject to terms of the SaaS Agreement or EULA that may be applicable to you, BQE may, in its sole discretion, suspend or terminate your access to and use of the Website or other Services or your account and/or remove and discard anything transmitted by you, or information stored, sent or received via the Website or other Services, without prior notice and for any reason, including but not limited to, (a) permitting another person or entity to use your user identification to access the Website or other Services, (b) any unauthorized access or use of the Website or other Services, (c) any violation of these Terms, or (d) tampering with or alteration of any of the software and/or data files contained in, or accessed through, the Website or other Services. You may terminate your account for any reason by contacting your BQE customer service representative.
BQE shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension of the Website or other Services or your account or access rights. Termination, suspension or cancellation of the Website or other Services or your account or access rights shall not affect any right or relief to which BQE may be entitled, at law or in equity, and all rights granted to you by BQE will automatically terminate and immediately revert to BQE. In event of such termination or cancellation, you must destroy all copies of information that you have obtained from the Website or other Services, whether made under these Terms or otherwise. All disclaimers and limitations of liability, all BQE rights of ownership and all of your obligations under these Terms will survive any termination. Nothing in these Terms will be construed to obligate BQE to maintain and support the Website or other Services for any period of time.
All questions concerning these Terms may be directed to:
BQE Software, Inc.
3825 Del Amo Blvd.
Torrance, CA 90503
Attention: Legal Department
Last revised: June 14, 2017